When you don't have the courage
by hocdoc333
Summary: He loved her. She loved him. But they both waited too long and now it's too late. MerDer. AU.
1. Chapter 1

_They were friends and nothing more, best friends really, but she could never tell him that she loved him. He was DEREK SHEPHERD! Most popular kid in school and also known as a heartbreaker. They had been friends since the 7th grade and she had never said a thing. She just stood by as he dated girl after girl, and pretended that those feelings were not real. She had almost asked so many times but never did and now they were graduating. They were all off to different parts of the country and would most likely never see each other again. Her chance was gone._

_She walked down the isle to accept her diploma and looked at all of her friends sitting together in their little group. She smiled at Mark, then Addison, and finally locked eyes with Derek. She gave him a sort of half smile and he returned it with the look. The look that had made her fall so hard, the look that she would miss so much, the look that was just one of the reasons she loved him._

_He watched her walk up to the stage and their eyes locked for just a second. She smiled at him with glimmering eyes and he couldn't help but grin. Those eyes, the way they sparkled when the light hit them, the way they changed shades almost all the time. Those were the eyes that had first drawn him in. But that was all he could have…she was MEREDITH GREY! The most popular girl in school and his best friend. He could never tell her. Partly because he was afraid of hurting her…or getting hurt by her. He would never be able to tell her that she was what he lived for._

_The ceremony took forever but when it was finally over she went to find her friends. There was a group of them all huddled together on the side and she decided to head over to them. After a while of laughing and talking she looked up to see him coming towards her and she broke free to meet him half way._

"Hey," she said to him quietly as he approached.

"Hey." Was all he said back.

She couldn't help but blush because he was smiling at her in a way that made her knee's weak. The only thing was she knew he didn't mean it that way. She was just a friend.

"So, you're off to college to break more hearts with Mark now I guess…" she laughed.

"Yeah well I guess Mark's a little tied down with Addi right now, but I'm not." He paused. "You never told me where you're going."

"Uhh…Dartmouth. You guys are all off to N.Y.U. right?" she knew that's where they were going. Addi had told her tons of times. "Are you going to the party tonight?" she quickly changed the subject.

"Of course, when do we ever not go to parties. We leave right away in the morning though so I probably won't be drinking as much tequila as you." He said.

She smiled back at him and couldn't help it when a few stray tears broke free. "I'm going to miss you.

_His heart broke when she did that kind of stuff. He was going to miss her too. She was more than a great friend to him and she didn't even know it. He cursed himself for being such a manwhore. Even Mark had managed to go steady with someone. He had had way too many opportunities too._

He reached out and wiped the tears from her face. "Hey, it's okay…this isn't goodbye…not yet." He pulled her into his arms and inhaled her strong lavender scent. He was going to miss a lot of things about her.

"Derek?"

"Yeah"

_She didn't know if she should tell him…she wanted to so badly but she just couldn't bring herself to do it._

She chickened out and only managed to stammer, "I, uhh, I have to go but I'll see you tonight okay.

"Um yeah, sure…"

_That was it and he knew it. Another chance to tell her had completely slipped away and in about 12 hours his chance would be gone forever._

_He'd been at the party for a couple of hours now and Mark had just left to go dance with Addi. He hadn't seen Meredith yet but he knew she was there. She would most likely be leaving soon so he decided he'd better find her now. This was it, he was going to give her a letter tonight and be gone by the next day. It was an act of cowardice but he couldn't stand to be rejected…not by her._

_She was looking everywhere for him. Addison had just left to find Mark, and she figured this was as good a time as any. She was going to leave soon and needed to give him something before she left. A letter, it seemed so stupid now but that was the only way she could tell him. He would know at least…and he was leaving anyways. She Just couldn't be rejected…not by him._

He saw her over by the bar of course getting another shot.

"Hey." He said as casually as he could manage.

"Hi." She looked up at him and her breath caught in her throat. You could tell he was ripped, even if he was wearing his coat still. She could see countless girls drooling over him and she felt a shot of jealousy rip through her. Followed by a pang of remorse. She gave up her chances and she was about to blow the last one she might get. "Can we go out, outside for a minute? To talk."

"Umm, yeah."

"So I guess this is goodbye." She said when they stepped out onto the porch.

"Yeah, I guess it is…are you sure you aren't coming with us? College will be a lot better with friends." He tried.

"Can't, I have to follow in my mom's footsteps remember."

"Oh, well I got this for you." He pulled the note he had written for her out and gave it to her awkwardly. He was never awkward. He was Derek. She made him awkward.

She pulled out her own note and handed it too him. "Don't open it until you get on the plane tomorrow. Okay?"

"Fine, you can't open yours until I leave."

"I'm going to miss you." She said for the second time that day.

"Me too."

Derek's plane is just taking off and he decides to open the note

_Dear Derek,_

_I really regret that I never told you this sooner but I am in love with you. I have been in love with you since the day we met and I just want to let you know that I will never stop loving you. You are what I live for and what makes my world spin and although I will never be able to tell you that in person just know that I wish with all my soul that I could. I hope you find someone that truly makes you happy and that you can spend the rest of your days with._

_Love,_

_Meredith_

_P.S. Sorry that was so corny._

Meredith is sitting in her bed holding the letter in her hands and decides to open it.

_Dear Meredith,_

_Yesterday at graduation I was going to say…what I wanted to say was…but now all I can say is that...I'm in love with you...I've been in love with you for, ever…I'm a little late, I know I'm a little late in telling you that…I just, I just want you to know…because I am in love with you. I hope your life is everything you hoped for and that you find someone who loves you._

_Love,_

_Derek_


	2. Chapter 2

_He fingered a tiny piece of paper in his pocket as he had done so many times before over the past ten years. He could almost still smell her lavender shampoo when he closed his eyes. He could almost still remember her smile, her laugh, her eyes, her hair, her fragile body wrapped up in his hug, her tiny ineffectual fists, he could Almost remember what it felt like, but that wasn't nearly enough. He had tried so many times to think of loving someone else, to even go out with someone for more than a month, but he was hopeless. Every time he compared the girl to Her, every time the girl wasn't good enough._

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_She smiled when she heard a woman call her son away from the water, "Derek, come here you'll get yourself all wet!" It didn't take much to get her thinking of Him; it didn't take much for her to remember her best friend, her confidant, her family, the one person she would ever truly love. Ten years! Ten years and still she hadn't moved on, she hadn't moved on from someone she had never really even dated! How pathetic was that, that she couldn't have a boyfriend because she imagined, Him, instead of the guy in front of her who she really didn't give a damn about, she couldn't have sex with a random guy she picked up at the bar without wishing that it was Derek she was with, and not some no name she would never see again. How was it that after ten years she hadn't managed to move on?-- Simple, because it was easier than trying to forget._

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_His thoughts were disrupted by Mark who was tossing pillows at him to wake him from the trance he had slipped into._

"Dude that has to stop, and soon! I know she was like your one true love or whatever and she was like our best friend, but if you had gotten your balls together before the last day you would ever see her it would've been different." He chided.

"It wasn't that easy Mark!" Derek shouted back, before throwing the pillow at him with a little too much force.

"Why? Why wasn't it that easy Derek?" Mark questioned, "Why couldn't you have told her in person rather than on some stupid note?"

"Because what if that had broken our friendship? What if she hadn't loved me back?"

"Then you would've had the chance to move on because really Derek, you know that loving someone you will never see again hurts way more than being rejected." Mark responded.

"Going woman on me again Mark?" Derek said trying to change to a lighter subject.

"Yeah ok, whatever you say" Mark yelled as he sprung off the couch and into the kitchen of their small apartment.

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_Just then someone lightly punched her in the arm knocking her thoughts of Derek to the back of her head._

"Hey!"

"Hey," Meredith said a little bitterly to her best friend and person.

"Soo…since this is our last week and then we are free to be actual doctors..."

"Interns." Meredith corrected.

"Whatever. How about a party, where we can get completely wasted and not worry about class the next day?" Cristina asked before getting off of the park bench.

"Haha I wish! But, I can't come I have my ten year high school reunion, which is going to completely suck!" She said following Cristina down the small gravel path.

"Okay well then we will have it tonight!"

"Yeah and who is going to clean up? I have to leave tomorrow at 10:00"

"Okay, so we will come with you for support and get totally wasted in your hometown!"

"Haha are you serious my town would probably arrest you." Meredith laughed.

"Oh a cop chase? That would make it even more fun." Cristina argued.

"Are you serious? You would come with me to this thing?"

"Sure. And probably Izzy, George, and Alex too." Cristina offered.

"Izzy, George, and Alex too, what?" Alex said as he met them on the doorstep to the girls apartment.

"Go to Meredith's home town and get wasted together." Cristina answered. She was always excited for a party.

Alex turned to Meredith quickly," Man Grey, sounds like fun! I'm definitely in!"

"Yahhhh! Road trip! That sounds awesome!" Izzy chimed in.

"I guess I'll come too." George said joining the group as they entered the apartment and headed to the kitchen.

"Are you guys sure? There might be some drama you guys don't know about." Meredith questioned, not quite sure that she wanted them to join her.

"We already know you're dark and twisty so bring it on I guess." Cristina said before opening a beer and raising it to her lips.

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"You guys ready?" Addison questioned as they boarded the plane from New York to Seattle.

"Are you?" Mark asked to both Derek and Addison. Derek didn't answer. He looked up at the flashing board which showed flight cancellations. All he needed was a little bid of bad weather in Seattle (which honestly isn't that unusual) and he wouldn't have to do this. "You'll be fine dude." Mark said and pulled Derek along to their flight which was now boarding.

_The plane was small, and cramped, and loud, and smelly. He hated all of those things. He liked wide open, and peaceful, and quiet, and fresh. The plane was none of the things he liked. It was also taking him somewhere that he did not want to go to. Mostly because She would be there. He wanted to see her. He wanted to be with her, but he didn't think that he could take it if she showed up with some guy on her arm. Addi had said she was single, but Addi had lied to him countless times before if she thought the truth might hurt him. She was Addison. If she had told the truth though, who was to say She would still want him._

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_She didn't want to go. He would almost positively be there. He would probably have a girl with him too. It wasn't like he couldn't get a girl, and she was sure he had moved on. She didn't want to go. Her friends were talking about starting their internship loudly and they had given up on trying to get her to join the conversation about fifty miles ago. She was grumpy. She didn't care. _

"Let's skip the reunion part." She offered. It was over rated anyways. "We can just do the get wasted in my hometown part. It will be better."

They all looked around at each other. They knew she wasn't telling them something.

"Well you could maybe go for a little bit Meredith." Cristina said. "And then we'll definately get wasted."

"No." Meredith shot down the idea." We're just getting wasted."

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_He looked around the room. He saw a lot of old friends. People he used have something in common with. People that weren't Her. He searched for a tiny frail body. Nothing. This was stupid. Even if she had come, he wouldn't talk to her. All he would do is stare, and that would be weird. So it was stupid of him to be looking for her like this._

"Here." Mark pushed a drink into his hands. It didn't help. He was still here. She still wasn't. "Are you okay man?" Mark questioned.

"Yeah but I have a headache. I think I'm going to bail out pretty soon." Derek responded.

"Okay." Mark said and gave him one of those pitiful looks that a guy should never have to get.

Derek didn't say anything else. He turned and headed for the door. He shouldn't have come. He endured an entire plane ride so that he could come, leave, and mope in his hotel room. He pushed his way through the once familiar faces and out the door. It was raining outside. Of course. He pulled the collar of his coat up and hailed a cab. He was sorry he came.

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(One month later)

_She had been almost alone for ten years. Maybe a total of two actual boyfriends and a countless number of one night stands but nothing had, or ever would compare to what she had lost. She lost a friend, a part of her family, a part of her, and the one person she could ever truly love. Addison, Mark, and Derek had all gone to the same college and med school and they were just finishing up the tail end of their internships. The four of them had lost touch except for her short, far and few between conversations with Addison on the phone, but she had never had the courage to see Derek in person again._

_She had gone to college and then traveled abroad with four friends for a year before going to med school with the four of them. They were now just about to start their internships together._

_This was it, they had worked their asses off in college, and partied, and now they were ready for their internships, they were all going to be great and they knew it but it would still be a long road until they got there._

George was the first to break her out of her thoughts as she stood there staring at the tall building that would virtually become their lives.

"Are you coming?" He questioned as she stopped in front of the huge building that would soon be their home.

"Yeah, just give me a sec. I'll meet you inside." She responded.

She once again let her mind linger to her old friends, and her high school days. Of course she had new friends now but Cristina was the only one she really depended on. The rest were sort of…substitutes. She never meant to think of them that way but they were nothing compared to her old friends…her family.

Her thoughts were again interrupted, but this time by her cell phone. She quickly grabbed it out and opened it without bothering to look at the screen. She supposed it was the nursing home again or maybe one of her friends calling to make sure she was coming in.

"Hello?" she answered.

"Hello...Meredith?" a voice spoke into the phone.

_It had been ten years and he hadn't talked to her more than twice. Addison had told him about all of her adventures and new friends but he had barely had the courage to even say hi to her. He'd had a couple of girlfriends but he compared each one to Meredith and in the end none of them were even remotely close._

_He froze up when he heard her voice on the phone. He hadn't expected her to answer and was planning on just leaving a message. He had wanted to talk to her for so long but now the circumstances had completely changed. His mom had raised her along with the rest of his sisters because Ellis had always been at the hospital. Now she was dying and had requested that all of her children be with her, even Meredith._

Hello, hello. Are you still there?" she questioned.

Um, yeah I'm here. It's Derek." the voice told her.

_She froze immediately after hearing his name. She couldn't do this after all of these years…what if he didn't feel the same anymore. What if he had moved on? Before she could think about the possibilities more he spoke again._

"Meredith, are you there?"

"Umm...yeah, I'm here."

"It's Mom. She's dying, and she wants to see all of us. You too." he said.

"Oh my God, Derek, are you alright?"

"No, but it's getting better." He responded.

"Where is she?" Meredith asked.

"She's In Seattle. At Seattle Grace." He responded.

"I am starting my internship there today." she told him.

"Oh well then that will work out. Mark, Addison, my sisters, and I are coming tomorrow."

"Okay I will see her. I have to go."

"Oh yeah sure...bye Meredith." he said, unsure of himself.

"Bye Derek..."

_She hung up the phone quickly before she accidentally said those three words she was sure he wouldn't have said back and ran inside before she was late._

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**So I have been really busy this past week with school and stuff. My sports season just finished up though so I should be able to update a little more frequently. Thank you for the reviews! I was absolutely blown away by the support. I had no idea that it would be received so wonderfully. Again, Hockey is over for me so I will try to update sooner. Thanks.**


	3. Close

**Well I think that at this point a lot of people have probably forgotten about the story and I'm really sorry for that! For anyone who is still waiting for an update in either of my stories...here is one. I have been very occupied lately and my new sports season along with a summer team I'm on for another sport have been taking up almost all of my time. Well I guess I had better not waste any more time on this part and just get to the new chapter. Sorry again for the wait.**

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_Meredith_

_To say she was nervous, was an understatement. Her entire body was being continuously wracked by nervous tremors and she could practically feel the stares of everyone in the hospital. She was was definitely feeling the nerves. She would be seeing Derek again for the first time in years and she was nervous, but, she wasn't sad. She couldn't help but be mad at herself for that either. The woman who had practically raised her, was dying, not even thirty feet away, and she had somehow entirely blocked off the grieving portion of her brain. She had gone in to see, "Mom," as Meridith had grown up calling her, and the exchange was bittersweet. Tears had welled to her eyes and broken free then, but she didn't know why, because somehow, she wasn't sad._

_Her Mom had pulled her close to the bed with her warm, clammy hand and Meridith had leaned into her for a half hug. She could see that there wasn't much time left. She hoped that Derek and his family would arrive as soon as possible because the next few nights might be a struggle for her. _

_Her face was shrunk in and pale, and the smile that she had given Meredith was only a fraction of what it used to be. The heart that always seemed to be present whenever Mom smiled was still there, but the strength to pull her lips into her famous grin, just wasn't. Meredith returned the smile, but without the obvious vim and vigor that she too normally had._

"You don't have to worry about me dear." Mom said, reading Meredith's thoughts directly. "I've done my time here, this is a gift to me. The pain these last few years has been more than enough." She smiled again but this time it was plagued by something other than the expected weariness.

"I love you." Meredith said before pulling a chair as close to the bed as she could manage and laying her head against the side of the mattress.

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_She looked around the room and saw that she must have fallen asleep for a while because the sky had darkened and the halls outside of the room were quiet. She was grateful that she had chosen to wait until after her shift to visit Mom because she definately would not have gotten away with falling asleep while she was on the clock. Mom seemed to be in a deep sleep, and her face was at last peaceful and did not show the pain that had been present while she was awake not long before. Meredith smiled and sqeezed the small weak hand that belonged to the strongest person Meredith had ever met._

_Like a wave crashing over Meredith's entire body, she felt the saddness that had somehow escaped her before. This person, the woman who had raised her, the mother to some of her best friends, and the man she had been in love with for the last fifteen years of her life, this woman was dying. No medicine, no therapy, no surgery could help her now and there wasn't a person in her life who didn't know it. Yet, this woman put on a brave face, and smiled every moment of the day. To protect her family and friends, when really they should be the ones caring for her. She was self-less and loving, eternally joyous, and always managed to be greatful for life's simple pleasures. Meredith was heartbroken that such a wonderful woman could be in so much pain, and that there was not one thing that the people around her could do to help it._

_Meredith was broken out of her trance when she heard a small knock on the door and she realized she had been sobbing quietly. She turned around and looked into the face that she was both dreading and anticipating to see, smiled wearily at her and walked into the room, stopping next to the bedside opposite her. _

"How is she?" He asked after a minute. He looked down into his Mom's face and tears began to rise in his eyes too.

"As best as could be expected." Meredith replied, her eyes still trained on his face. "It's good that you're here, she's not going to be able to hold on for much longer." She said, wanting to get the scary truth out right away. "How did you get in so early?" Meredith asked knowing that he wasn't supposed to arrive until the next morning.

"Her doctor called and said just what you did, so I bought a ticket on the earliest flight I could get this morning." He said before turning around to grab a chair and pull it close to the edge of the bed.

The sat in silence for a long time, both leaving the other to their own thoughts and watching Mom as she lay in drug induced unconsiousness. Her small body rose and fell evenly with each breath, but that was just about that only good sign that had been present in the last couple of days.

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_Derek_

_Derek watched his mother as she slept, and couldn't help but let the tears rise in his eyes, thinking of everything she had ever provided for him. She had kept their family afloat when his dad died and everything that he had right now, could be traced back to the sacrifices she made for him. But he knew that this was what she had been longing for these past few years. The promise of no more pain, no more heartache, no more smiles to protect him and his other family members. She was ready to go, it was the people around her that weren't ready to let her. Her body was constantly giving her pain and emotionaly she was beggining to wear out._

_He couldn't help but feel the way he did though. Even if this was what she wanted, what she needed, he couldn't stand that she would soon be gone. Derek knew though that it would be better, she knew it too and that's why she had asked him not to feel sad or anything but happy that she had been released from her pain. That was easier said than done though. He and his sisters had come together and they all knew that this week would most likely be her last. He thought back to his childhood, being raised mostly by just his mother and how close his family had always been. They could put on strong faces for her and let her last few days be filled with smiles rather than tears, but they were breaking on the inside. _

_Derek looked up to Meredith, who was also pulled tight against the side of the bed and was letting silent tears run down her face. His mother had all but raised Meredith too and he knew that she was having just as hard a time with it as he was. He stared at her face, watching the way she pulled her lips up slightly, like she was remembering a memory from long ago that still managed to be fresh in her mind. He watched her tighten and relax her grip on his mothers hand as she tried to comfort herself._

_Death was a greedy man. It had stolen his dad, and for the last five years it had been wrapping it's slimy fingers around the only parent he had left. Derek sighed and got out of his chair. He knew that his mom didn't want him to be sad about her going. She was ready for death and was prepared to welcome him like a friend, and even though Derek knew that death was best for her, he couldn't help but think that it wasn't what was best for him. He stepped out of the room and slid down the side of the wall until he plopped firmly onto the ground._

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_Meredith_

"Hey Addison!" Meredith greeted the person who had been like a sister while they were growing up, but both were only smiling for a moment before they remembered the reason that they were meeting today. The entire Shepherd clan, along with Addison and Mark had arrived in Seattle about forty-five minutes before and had not even stopped at a hotel to drop off their baggage before coming to the hospital. The room was crowded with people and the tension in the room was absolutely amazing. Mom was laying in her bed surrounded by her family, and like always she had mustered up a brave face and was trying to stop the inevitable tears that seemed to be welling up in just about everyone's eyes.

"Hey Meredith." Addison responded as the two pulled eachother in for a hug. "How is she doing?" Addison asked in a wispered voice.

"Not good." Meredith told her. She had stayed at the hospital the entire night, leaving the room only once to change out of her scrubs that she was still wearing from that days work and to bring food for her and Derek. Mom had made it through the night, but only just. "She's was holding on for you guys I think. It was a rough night." Meredith said, and the two fell silent.

The room seemed to be getting even fuller as the grandchildren filled into the room to see Mom. Meredith stepped out of the room with Addison and Mark to give them all privacy. She collapsed in a chair just outside the door and watched as Mark and Addison left for her appartment to drop of their bags and bring her another set of clothes.

She didn't look up when a shadow covered the spot of tile on the clean hospital floor she had been looking at. She waited patiently for the shadow to either leave or talk, but finally bronke down and lifted her head to meet the shadows. Her eyes locked with a pair of blue that were so rich so momentarily lost any thought she had previously been holding. "Uhhmm." She cleared her throat distractedly and blushed. "Hey."

"Hey." He responded simply and sunk into the chair next to hers. "It's not going to be much longer." He said after they had sat in silence for a while.

_Somehow, they had slipped into the comfort that they had once shared as best friends. They didn't need small talk, they didn't really even need talk. She knew. She knew what he was thinking, what he was going through, and he knew her too. They would always be like that. No matter what. He knew her and she knew him. It was that simple. Except it wasn't. Because he was here for his mother's death, and she knew that she shouldn't feel anything but sad right now, but she couldn't help but feel everything. She felt everything that they had shared all those years ago, and she knew it wasn't healthy to be thinking about him like this...still. She was thankful though that he hadn't brought a girlfriend. It wasn't like he would have, she knew that. This wasn't some wedding, but the thought had still crossed her mind once or twice and she was glad._

She broke out of her thoughts and answered what he probably hadn't meant as a question. "No."

"It's good that they all made it." He said, off on a new train of thought. "She can let go now." They both knew it was close, but he said it soflty like he didn't want anyone but them the know.

"You should be in there," she said "You're right. It won't be much longer." He turned to face her and pulled his lips into a painful smile.

She looked away after giving him a mirror of was might not even qualify as a half-smile. He got up out of his chair and opened the door slowly and quietly before walking into the room. They both knew it was close.

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**So once again I'm very sorry about how long this has been. I just had to sit down and do this and I wasn't able to make time at all before. Please review. Thank you.**


	4. Let go

**So I would imagine that this is a good time to apologize. So without further ado...I'm soo sorry. I realize that this has taken forever and the only reason I can give you is that I'm lazy. I would much rather become absorbed in some of the beautifully written stories on the site than actually write my own for the majority of the time. For anyone who has bothered to check for updates at all...thank you. If you are new to my story, I hope you enjoy it, and if you had forgotten about it and just now was reminded of it, I hope that it is still up to par. **

**PLEASE!!! Review. Criticize, comment, help, I don't care(well I do care if you don't comment)**

**Thank you .**

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_Derek_

_This was wrong. She probably would have wanted this but it was just wrong. Funerals were not meant to be sunny. There should not be birds chirping in the air. There should be at least one cloud, and a sprinkle of rain. It shouldn't be too hot for a tux, and he definitely should not be standing around his mother's grave today. _

_He looked up at the group of people that were standing around him. His sister's, their husband's, their kid's, his closest friend's, and his mother's closest friends. They were all people who he cared about, they were all people who he loved being with, but not today._

_The priest who had given his mother her final blessing was saying a whispered prayer over her casket. They were all supposed to meet for a luncheon after this but he really didn't feel like it. His mother was being buried today and he didn't think that there was any way that he could pretend to be okay with it for another second. He watched as the casket was lowered into her grave. The small ceremony wasn't quite over yet but he turned around and started to walk away despite the fact. He moved through the small crowd of friends and family, away from everyone. _

_The walk through the rest of the cemetery was oddly peaceful. The quiet, still air was hot and humid but every once in a while he could feel a gentle breeze on his back. The cemetery was surprisingly beautiful. It was very well kept and there were tons of flowers near almost all of the graves. He liked it. He liked the cemetery. How weird was that._

"Hey." He spun so quickly when he heard her that he swore he probably sprained his neck. "Oh, God! I'm sorry, I really didn't mean to startle you." She looked nervous.

Derek smiled a crooked grin at her and took a small step closer. She was standing by a tree a few yards away from him. "Have you been following me?" He asked her jokingly.

"Not so much following as stalking..." She returned. "I saw you leave and I just wanted to make sure you were okay." She stepped out onto the path and walked to him. "Are you okay?"

_He wasn't sure. He didn't know if he was okay. He knew he was upset. He knew that he was feeling things for Meredith. He knew she was feeling things for him. He knew he shouldn't be feeling what he felt right now. But he had no clue whether or not he was okay._

"I'm not sure." He said. "I think I just need a day or two...you know?" He turned away from her and started towards his car. He didn't expect to hear her footsteps following behind him on the trail. She hurried her pace, and soon he could see her out of the corner of his eye.

He unlocked and opened the door of his car and ducked his head to fit inside his rather small car. He had always liked smaller, faster cars. When he settled in and leaned back against the soft leather seat he could see Meredith moving into the seat on his left.

"Where are you going?" She questioned him.

"Uh..." Was all Derek replied. _Where was he going. He had absolutely no clue. He didn't know what he wanted right now. He wanted to be carefree, to be excited, to be fun and most of all, to not be weary. That constant state of phisical, spiritual, and mental exhaustion that seemed to have been hanging over him for quite some time now. He wanted to Live. Where he could do that? He didn't quite know. He supposed that it was done everywhere. He knew that there were people everyplace he went that managed to have exactly what he wanted. To let go, to forget, to live in the moment. _"Let's just go." He said. Unexpected, he thought to himself. "_Good job Derek."_

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_Meredith_

_She looked at him as though she knew that there were other things that the two of them should be doing. Like arriving at the luncheon. Or helping tie up the last of his mother's will. Or being responsible in the least, but she knew better than to say anything about it. After all she was his best friend. She knew him._

_So they drove._

_Derek started the engine of his car and pulled the shifter into gear. They left, just left. But she didn't care, she didn't mind that they were doing exactly what they should not be doing, because that meant an undefined amount of time with the man she so desperately needed._

_She could smell his all too familiar scent. After this many years he still smelled the same. His hair was a bit longer, his face was a bit more tired, a lot more tired actually but she knew that the recent stress with his mother was mostly to blame, his muscles were just as defined as she remembered them in High school, though she could see that his body had grown and that, should she rip off his clothes and examine him naked she would find a body that rivaled the models in her anatomy books. His shoulders were broad, his stomach was flat, his butt looked very firm(she had definitely noticed while she walked behind him in the cemetery) and his legs looked toned. She couldn't help but think about all of these things. She couldn't help it because despite the circumstances, despite the sadness that was enveloping them both, she still couldn't repress the feelings that she had been clinging to for over ten years now._

Meredith looked over to the clock and then back at Derek. They had been driving in a weird sort of silence for an hour now and she wasn't quite sure what she could say to him. "We need to go back, Derek." She said, blunt and to the point.

He looked over at her quickly with a sharp glance, but she held his gaze with an equally fierce look. "Yeah, you're right." He gave in after a pause.

_She smiled to herself. She still knew how to boss Derek Shepherd around. After all, she hadn't met a person yet(excluding Christina) who didn't break under her forceful look._

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_Derek_

_He sighed inwardly when she won the battle of the wills. She always had been able to push him around without much effort, and he knew that what she was saying was true. His family needed him. He needed them. So he pulled over into a deserted gas station and pulled out in the opposite direction. _

_And he drove._

_He looked over to the person who was filling the seat next to him. Her head was slanted against the car window and her eyes looked like they were closed. He glanced back at the road, only to return his stare to Meredith's face. Driving was becoming increasingly irritating. She was an Angel though. Her hair spilled down around her shoulders and framed her face perfectly. Her hands were as tiny and ineffectual as he remembered them, and he saw no rings of any sort. Good. Was it weird to be thinking about this right now? About a girl, no a woman, he had been attracted to since tenth grade. To be thinking about her soft features and her slender body, only days after his mother's death? He wasn't sure if it was normal for others, but it felt right to him, what his mother would have wanted. Moving on. Recovering. Living._

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_Meredith_

"Where have you guy's been?" Mark asked as soon as Derek stepped in the door. "We were going just about crazy wondering where you were." Derek didn't reply, but walked silently through to the kitchen and pulled a beer out of the fridge.

"We went for a drive." Meredith answered for him. "He needed some space." She looked up at Mark with a face that seemed to contain every emotion a person could possibly feel. Straining to hold it all in. Mark saw when something behind her eyes broke and he caught her easily as she collapsed into his arms. He tucked her into his body and let her cry against him. Giant sobs wracked her entire body, making her expand and contract painfuly as she gave into the emotions she had been harboring for so long. "I...I...j-just..." But the rest was lost as Mark shushed her into silence and let her mind clear and settle.

After what seemed like forever, her sobs had ended and her tear stains were almost invisible. "Thank you." Was all she could say, but it was all that he required.

"That's what friends are for." He smiled down at her. "I'll be right in." He said. "I'm just going to go change my shirt and I'll be right back." She looked guiltily at the wet, salt-stained spots on his T-shirt and smiled apoligeticaly at him. "It's fine." He said before walking away and leaving her in the small entryway of her apartment.

She followed soon after and found Addison sitting comfortably on her couch watching the TV with a musing look on her face. This was unbearable. Meredith couldn't stand this any longer. She hated everything about death. She needed to forget, to unwind, and so she turned to her only escape route. Tequila. "I need to go." She said. Not to anyone really. "I just need to not be here." She said a little more convincingly this time, though she didn't quite know who she was convincing. Addison looked up at her sympathetically and nodded. Her friends had long ago learned that when she was overwhelmed, the only thing Meredith ever thought to do was run. To get as far away from her problems as possible. They had also learned that there wasn't a Damn thing they could do about it.

"I'm coming." Meredith started at the unexpected voice and looked around. She hadn't realized Derek was in the room. She looked at him with a worried expression but finally decided not to fight him about it. She nodded at him and turned to walk out the door. She supposed it wouldn't really matter if he was along, the more the merrier. Well, not really, but it's the thought that counts.

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_Meredith_

_Loud music. Check. Lots of people. Check. Even more alcohol. Check. She couldn't think of an easier atmosphere to forget her problems in. Sure she wouldn't be able to bring a stranger home tonight, as Derek had tagged along, but maybe that was for the better._

"What do you want?" The voice in her ear asked. She could feel his heat and the full length of his body as it pressed against the full length of hers. She felt the hairs on the back of her neck stand as she swayed under the intoxicated feeling that just came over her, though she had not yet had a sip of alcohol.

"Mmm, Tequila." She replied slowly. Forcing her mind to stay out of the dangerous vault that she had locked her 'Derek' feelings in. "Double shot." She added before he had walked away.

Meredith took a minute to regain herself and turned around to find the cause of her problems. He was now sitting on a bar stool talking to a familiar face she recognized as Joe. She moved over to the bar and the dark haired dilemma. Meredith sank into the seat next to Derek and reached across him to grab what she assumed was her shot glass.

He watched her, mesmerized, as she drained the shot and a fiery look took over her beautiful face.

_She felt emboldened. All that she had ever felt for this man was bubbling to the surface. Anger, affection, friendship, lust, love. She looked at him and saw his eyes mimic hers before she let go. She forgot who she was. She flipped the glass upside down on the bar and turned back to Derek. "OH Shit." She thought._

_Meredith's hands were already reaching up to him before she realized what she was doing. She already had a hand fisted into his shirt and the other clutching the back of his neck before she thought about pulling back. Her lips were allready crashing into his before she thought that she wouldn't have pulled back anyways. Fierce, passionate kisses. And He was already kissing her back before she could give it another thought._

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**COMMENT!!!**


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